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Conditions of Use

BrainDx QEEG Report Generator End User License Agreement (EULA)

IMPORTANT READ CAREFULLY

BrainDx LLC. is willing to license BraindDx QEEG Report Generator (BDX QRG) prerelease Software, and accompanying Documentation (collectively the "Product") only under the condition that you (either an individual or a single legal entity) accept all of the terms of this license agreement ("Agreement"). By purchasing, downloading, installing, or running the Software, you accept the terms and conditions of the Agreement. If you are not willing to be bound by the terms of the Agreement, do not purchase, download, install, or run the Software.

BDX QRG is a Windows program for biophysical data processing, and display. It is intended for use in assessment and research of QEEG data. BDX QRG is a Windows program for electrophysiological data processing, and display. It is intended for use in assessment and research regarding brain functional status. BDX QRG is not designated as a "Medical Instrument" and should not be used in clinical practice without the proper training, certification, or proper supervision by properly certified individuals in its use in making diagnoses or clinical therapeutic management. It is intended as an aid for clinical management of patients.

Grant of License.
Subject to the terms of this Agreement, BrainDx grants to Customer a limited, annually renewable, nonexclusive, nontransferable license, without the right to sublicense, to install and use the Software, in object code format only, and the accompanying documentation solely for Customer's use. You may not disclose to third parties or publish your registration details via electronic or other means. If the terms of this license agreement are violated, BrainDx immediately terminates said license and the customer is subject to the liability of any harm done to BrainDx Inc.

Copies.
Customer shall not copy the Software or Documentation except for loading the Software into the computer memory for the purpose of executing the program. Customer may make a copy of the Software and Documentation for backup purposes, provided that any such copies shall include Vendor's copyright and any other proprietary notices. Customer may also make a second copy for his or her exclusive use on a portable or home computer. Any copies of the Software or Documentation made by Customer are the exclusive property of Vendor.

Title.
The product is copyrighted by BrainDx. BrainDx retains all rights, title, and ownership of the Product and all subsequent full or partial copies and derivatives of the Product, made by you or BrainDx, including translations, compilations, partial copies, modifications, updates and knowhow in connection therewith, regardless of the form or media in or on which the same may exist. This license is not a sale of the Product or any copy or derivative. You shall have no right to reproduce any full or partial copies of the Product. You agree not to take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of any software contained in the product. You also agree to destroy licensed data in all forms upon termination of said license or receipt of released program code.

Warranty Exclusion.
YOU UNDERSTAND THAT THIS PRODUCT IS A PRERELEASE VERSION ONLY, IS STILL UNDERGOING TESTING AT BrainDx, AND IS NOT A BrainDx PRODUCTION RELEASED PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BrainDx AND ITS SUPPLIERS PROVIDE THE SOFTWARE, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE ("SUPPORT SERVICES"), "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU.

Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BrainDx OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF BrainDx OR ANY SUPPLIER, AND EVEN IF BrainDx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Exclusion.
BrainDx makes no representation or warranty that the Product, or products developed using the Product, do not infringe any proprietary rights of any third parties. You shall assume sole responsibility for any such infringement.

Indemnification.
You hereby agree to indemnify, defend and hold BrainDx harmless from and against any and all claims, actions, suits, liabilities, judgments, losses, damages, attorneys' fees and other expenses of every nature and character by reason of this Agreement or use by you of products utilizing the Product.

Export Restrictions.
You shall not export, directly or indirectly, any Product or products developed using the Product to any country for which the laws of the United States or the regulations of any U.S. agency requires an export license or other governmental approval, without first obtaining such license or approval. You shall strictly comply with all such restrictions. You agree to indemnify and hold BrainDx harmless against all losses, damages, penalties, or causes of action resulting from a violation of this Section.

U.S. Government Restricted Rights.
This Product is provided with Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause CA 252.2277013 or subparagraphs (a) through (d) of the Commercial Computer Software Restrictive Rights clause CA 52.22719, as reserved under the copyright laws of the United States.

Governing Law.
The validity, performance, construction and interpretation of this Agreement shall be governed by laws of the state of Washington, United States of America.